Affiliate Terms & Conditions
This Affiliate Agreement (“Agreement”) contains the complete terms and conditions between us, Zetfly Online Services (“Zetfly Online Services”) and you, regarding your application to and participation in, the Zetfly Online Services Affiliate Program (the “Affiliate Program”) as an affiliate of Zetfly Online Services (an Affiliate), and the establishment of links from your website/mailers/WhatsApp messages/any medium you use to our website/app, https://www.zetmed.co
BY SUBMITTING AN APPLICATION TO JOIN OR BY PARTICIPATING IN THE AFFILIATE PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ THIS AGREEMENT AND THE Zetfly Online Services’ TERMS AND CONDITIONS AND THAT YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
“Affiliate” – The business, individual, or entity applying to or participating in the Affiliate Program, or that displays Zetfly Online Services’ products and Services and/or promotions on its website, or other means, using an affiliate tracking code in exchange for receiving a commission from Zetfly Online Services for sales directly resulting from such display.
“Affiliate Site” – The Affiliate’s website which displays Zetfly Online Services’ Products and Services and/or promotions.
“Zetfly Online Services’ Products and Services” – Web hosting and related products and services that are available for purchase from Zetfly Online Services.
“Commission Fees” – The amount you will be paid for each Qualified Purchase by a Referred Customer that you refer to Zetfly Online Services subject to the Commission Threshold and pursuant to the terms of this Agreement.
Commission Threshold – The amount of Commission Fees an Affiliate must accrue prior to receiving a payment from Zetfly Online Services.
“Qualified Purchase” – A sale of Zetfly Online Services Products and
“Registration Form” – Any and all order forms or other signup or acceptance forms submitted by a customer to purchase Zetfly Online Services’ Products and Services.
- Enrollment in the Affiliate Program
- To begin the enrollment process, you must become a registered user of our site www.zetmed.co and fill a completed Affiliate Program Signup Form. The Signup Form can be found at https://zetmed.co/become-an-affiliate/.
- We will evaluate your application in good faith and will notify you of your acceptance or rejection in a timely manner. We may reject your application if we determine (in our sole discretion) that your website is not suitable for the Affiliate Program for any reason, including, but not limited to, its inclusion of content that is, in our opinion, unlawful or otherwise violates any of our policies.
- If we reject your application, for any reason, you may not re-apply to the Affiliate Program utilizing the same domain name/URL or reapply using a different domain/URL name and then add the previously rejected domain name/URL to your affiliate account. Zetfly Online Services, in its sole discretion, reserves the right to notify or to not notify any prospective affiliate of their rejection or removal from the Affiliate Program at any time.
3. Promotion of Our Affiliate Relationship
- Use of Links. If you qualify and agree to participate as an Affiliate, we will make a variety of graphic and textual links available to you (each referred to herein as a “Link” or collectively, as the “Links”). The Links will serve to identify your website as a member of the Affiliate Program and will establish a link from your website or e-mail or any other promotional form to Zetfly Online Services’ website www.zetmed.co. You agree to cooperate fully with us in order to establish and maintain such Links. You further agree that your use of the Links must be in compliance with this Agreement at all times. Zetfly Online Services may modify the Links from time to time in its sole discretion. You will not use graphic or textual images (indicating a Link) or text messages to promote Zetfly Online Services that are not approved in advance by Zetfly Online Services. All Affiliate Sites shall display the Links prominently in relevant sections of their website. Furthermore, you agree not to use cookie stuffing techniques that set the affiliate tracking cookie without the Referred Customer’s knowledge (e.g. iframe). Any information with respect to Zetfly Online Services that is going to be displayed on the Affiliate Site must be pre-approved by Zetfly Online Services in writing.
- Disclaimer. EXCEPT AS PERMITTED HEREIN, YOU SHALL NOT AND ARE NOT AUTHORIZED TO (i) USE THE ZETMED TRADEMARK, NAME OR ANY OF OUR OTHER INTELLECTUAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE LINKS, AND THE LICENSED MATERIALS (COLLECTIVELY, THE Zetfly Online Services IP) (OR ANY VARIATIONS OR MISSPELLINGS THEREOF OR OTHER TERM OR TERMS CONFUSINGLY SIMILAR TO ANY OF THE FOREGOING) WITHOUT Zetfly Online Services’ EXPRESS PRIOR WRITTEN PERMISSION; (ii) USE ZETMED’S IP IN A DOMAIN OR WEBSITE NAME, IN ANY BIDS FOR KEYWORDS OR GOOGLE ADS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), IN ANY SEARCH ENGINE ADVERTISING (PAID OR OTHERWISE), IN ANY META TAGS, GOOGLE ADS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), KEY WORDS, ADVERTISING, SEARCH TERMS, CODE, OR OTHERWISE; (iii) ACT IN ANY WAY THAT CAUSES OR CREATES OR COULD CAUSE OR CREATE ANY “INITIAL INTEREST CONFUSION” OVER THE USE OF Zetfly Online Services IP ON THE INTERNET OR IN ANY SEARCH ENGINE ADVERTISING. YOUR USE OF Zetfly Online Services IP IN ANY MANNER, OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER SHALL CONSTITUTE UNLAWFUL INFRINGEMENT OF Zetfly Online Services’ INTELLECTUAL PROPERTY RIGHTS, AND MAY SUBJECT YOU TO CLAIMS FOR DAMAGES (INCLUDING POTENTIAL TREBLE DAMAGES FOR KNOWING OR WILFUL INFRINGEMENT), AND THE OBLIGATION TO PAY Zetfly Online Services’ LEGAL FEES AND COSTS IN CONNECTION WITH ANY ACTION OR PROCEEDING IN WHICH Zetfly Online Services SEEKS TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT OR WITH REGARD TO ANY OF Zetfly Online Services’ INTELLECTUAL PROPERTY RIGHTS.
- Discounts and Coupons. You are not allowed to post any refunds, credits or discounts on the Zetfly Online Services Products and Services, or other content concerning Zetfly Online Services without Zetfly Online Services’ prior written consent in each instance. Affiliates may only use coupons and discounts that are provided exclusively through the Affiliate Program using banners and links. Each Link connecting users of the Affiliate Site to the pertinent area of the Zetfly Online Services website will in no way alter the look, feel, or functionality of the Zetfly Online Services website. Any violations of the terms surrounding links, coupons, refunds, credits or discounts shall constitute a material breach of this Agreement, and may result in your termination from the Affiliate Program or the withholding of Commission Fees
4. Compliance with laws
As a condition to your participation in the Affiliate Program, you agree that while you are an Affiliate Program participant you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are an Affiliate Program participant. Without limiting the foregoing obligation, you agree that as a condition of your participation in the Program you will comply with all applicable laws (federal, state or otherwise) that govern marketing email and all other anti-spam laws.
5. Data Security
In addition to the obligations set forth in Section 4 (Compliance with laws), Affiliate shall comply with all applicable data protection laws regarding the transmission of data exported to or from the United States or the country in which Affiliate resides, including without limitation, the General Data Protection Regulation 2016/679 of European Parliament and of the Council of 27 April 2016 (the GDPR). Affiliate, as a controller under the GDPR, shall also implement appropriate technical measures to ensure a level of security appropriate to the risk, taking into account the nature, scope, context, and purpose of processing any personal data. Affiliate agrees to promptly assist Zetfly Online Services in complying with any data subject rights request under the GDPR that Zetfly Online Services may receive from any individuals referred to Zetfly Online Services by Affiliate. Affiliate further agrees to promptly assist Zetfly Online Services in complying with any duties to cooperate with supervisory authorities under the GDPR.
6. Order Processing
Zetfly Online Services will process orders placed by Referred Customers who follow the Links from an Affiliate Site to Zetfly Online Services. We reserve the right, in our sole discretion, to reject orders that do not comply with certain requirements that we may establish from time to time. All aspects of order processing and fulfillment, including Zetfly Online Services’ services, cancellation, processing, refunds and payment processing will be our responsibility. We will track the Qualified Purchases generated by your Affiliate Site and will make this information available to you through our website. To permit accurate tracking, reporting, and commission accrual, you must ensure that the Links between your website and our website are properly formatted.
7. Commission Determination; Qualified Purchases
- Commissions will be calculated based on the commission rates stated on the Zetfly Online Services website for each Qualified Purchase (as defined herein) subject to commission accruing pursuant to Section 8 below. A Qualified Purchase does NOT include the following:
- A purchase by a Referred Customer that has transferred from any Zetfly Online Services partners or subsidiaries.
- A purchase by a Referred Customer who is also associated with any Zetfly Online Services reseller, referral, or other program.
- A purchase by a Referred Customer that is not up to date on its payments or is subject to a refund, referral, or other program.
- A purchase that was completed prior to the Affiliate joining the Affiliate Program or was not tracked properly through an Affiliate Link.
- A purchase by a Referred Customer that has not been in good standing for a period of at least thirty (30) days or is in violation of Zetfly Online Services’ Terms of Service, Acceptable Use Policy, or other applicable policies at the time the Commission Fees accrue.
- A purchase that Zetfly Online Services suspects, in its sole discretion, is the result of fraud, which shall include but is not limited to, the use of software that generates real and fictitious information, multiple accounts from the same customer, or the referral of accounts that do not comply with this Agreement.
- A purchase referred by an Affiliate that has an excessive cancellation rate as determined in Zetfly Online Services’ sole discretion.
- A purchase by a Referred Customer if the Referred Customer was offered or received coupons, refunds, credits or discounts from the Affiliate.
- A purchase by a Referred Customer if the Affiliate or Referred Customer is in or is promoting a business-opportunity program, as determined by us in our sole discretion.
- A purchase by a Referred Customer who received a popup with a discounted offer, while leaving Zetfly Online Services’ website during their purchase.
- A purchase by a Referred Customer engaging in “Domain Speculation,” which is determined by the identification of two (2) web hosting accounts with the same Referred Customer’s name, email address, or other identifying characteristic as determined by Zetfly Online Services and/or the identification of two (2) or more web hosting accounts that have no content on their websites or have similar content, templates or formatting, as determined by Zetfly Online Services, in our sole discretion.
- Zetfly Online Services reserves the right to withhold payment of initial Commissions Fees to Affiliates who are new to the Affiliate Program, or who have commissions that are potentially fraudulent as determined by Zetfly Online Services in its sole discretion, to determine the legitimacy and cancellation rates of Referred Customers.
- Zetfly Online Services reserves the right to suspend the payment of Commission Fees at any time and indefinitely, if it suspects fraud or other improper activity or a potential breach of any of the terms of this Agreement by the Affiliate or a Referred Customer. Zetfly Online Services reserves the right to deduct from Affiliate’s current and future Commission Fees any and all Commission Fees corresponding to any fraudulent, questionable, and cancelled purchases.
- Zetfly Online Services reserves the right to immediately cancel or withhold for later review any Commission Fee that fails to meet the criteria of a Qualified Purchase. Affiliate is responsible for monitoring the payment, denial, and withholding of Commission Fees; Zetfly Online Services is not obligated to actively notify Affiliates of the status of Commission Fees. If Affiliate has a question about a Commission Fee that has been cancelled or withheld, Affiliate has thirty (30) days from the day the payment would have been due to contact Zetfly Online Services to request that the Commission Fee be paid. Any changes to decisions about cancelled or withheld Commission Fees are strictly made in Zetfly Online Services’ sole discretion.
- Commissions for any Referred Customer who is associated with any Zetfly Online Services reseller, referral or other program may not be considered a Qualified Purchase. In other words, you may not receive double commissions or compensation.
- In the event that the Referred Customers that are referred to Zetfly Online Services by an Affiliate are determined to have an excessive cancellation rate, as determined by Zetfly Online Services in its sole discretion, Zetfly Online Services reserves the right to withhold or decline pending and future Commission Fees to such Affiliate.
- Any attempt by an Affiliate to manipulate, falsify or inflate Referred Customers, Qualified Purchases, or Commission Fees to intentionally defraud Zetfly Online Services or any violation of the terms of this Agreement constitutes immediate grounds for Zetfly Online Services to terminate the Affiliates participation in the Affiliate Program and will result in the forfeiture of any Commission Fees due to the Affiliate.
- Accrual of Commissions
During each calendar month, for Qualifying Products sold during sessions initiated through Links on your site or any other medium that you use, you will earn (subject to the other terms of this Agreement) referral fees in accordance with the “Fee Structure” described next. Fee Structure: Subject to the other terms of this Agreement, you will earn a percentage of Qualifying Revenues (revenues derived by us from customers as a result of sales of Qualifying Product units sold during sessions initiated through Links on your site or any other medium that you use, excluding costs for shipping, handling, gift-wrapping, taxes separately stated and charged to the customer, service charges, rebates, credit card processing fees, returns and bad debt) set forth in the table in your account that corresponds to the number of such Qualifying Product units sold during sessions initiated through Links on your site.
You understand and agree that we may cap your referral fees to a fixed amount (“Monthly Limit”) per month, at our sole discretion. In such an event that your referral fees for a calendar month exceed this Monthly Limit, the amount we pay you for such calendar month shall not exceed this Monthly Limit. Further, should you have multiple registered Affiliate accounts (multiple affids/tracking IDs) under this Program, the Monthly Limit will be the cumulative limit towards all your Affiliate accounts. You agree to pace your campaigns accordingly and in line with the Monthly Limit applicable to you.
This Monthly Limit to your referral fees (if any) shall be communicated to you prior to the calendar month in which such limit takes effect by way of e-mail to your registered Affiliate account. Similarly, any changes in the Monthly Limit shall be communicated to you from time to time by way of email to your registered Affiliate account, prior to the calendar month in which such change in your Monthly Limit takes effect. Any such notification received by you from us regarding the Monthly Limit to your referral fees and any changes therein, shall be read as and be a part of this Operating Agreement.
- Commission Payments
We will pay you referral fees on a monthly basis for Qualifying Products shipped in the applicable month. Approximately 60 days following the end of each calendar month, based on the payment mode/option selected by you in your Affiliate Account, we will either:
send you payments via Electronic Funds Transfer (EFT) for the referral fees earned; or via PayPal.
We will accrue and withhold referral fees until the total amount due is at least INR 5,000 (subject to all the necessary documents having been submitted by the Affiliate to Zetfly Online Services for processing payments through EFT)
Documents required for EFT payments are as follows:
Scanned Copy of cancelled cheque (same Bank details as mentioned in the Affiliate Account). In case you do not have a cheque, you can send us the scanned copy of the first page of your passbook or online Bank statement. However, the IFSC code and the Bank account number should be clearly mentioned on it.
Scanned Copy of your/ company PAN card (same name with which you have registered for the Affiliate Account)
Also, if you have registered as an ‘Organization’ in the affiliate account, the following 2 additional documents are required:
Scanned Copy of your Incorporation Certificate (same company name with which you have registered for the Affiliate Account)
Scanned Copy of your GST Certificate (same company name with which you have registered for the Affiliate Account)
Please ensure that all details match with the details mentioned in your Affiliate Account.
Please note that the referral fees will be processed as per the payment mode / details mentioned by you in your affiliate account (‘My Account’ section) or by email as on the 10th of every month. In case you change your payment mode/details after the 10th of the month, the new payment details will be applicable from next month’s payment cycle.
The referral fee payable to you is inclusive of all taxes including goods service tax or other tax or levy that you may be required to remit in connection with such services. If required by applicable Indian tax law, we may deduct or withhold income taxes from the referral fees payable to you. If you are an Indian resident, your referral fees payable to you will be subjected to income tax (5% TDS as per section 194(H) of Income Tax Act) provided documents are uploaded as per the payment mode opted. In case if there are no documents provided for EGV, referral fees would be subject to a 20% income tax (TDS) withholding. If you are not an Indian resident or have not provided us your PAN (Permanent Account Number), the rate of income tax withholding applicable to you will vary and income tax would be withheld from the referral fees accrued to you on the basis of documents submitted by you which are required as per the provisions of Income Tax of India. If we deduct or withhold income taxes from referral fees payable to you, we will issue to you the relevant withholding tax certificate evidencing deposit of the taxes with the relevant regulatory authorities. If you provide us with a nil or reduced withholding tax certificate, we will apply such nil or reduced tax rate as the applicable withholding tax rate on referral fees payable to you. You hereby agree that you will not pursue any claim against Zetfly Online Services or any of its affiliates, and hereby waive all such claims you may now or in the future have, in respect of any income taxes Zetfly Online Services deposits with a relevant taxing authority pursuant to the this Operating Agreement.
Affiliate has access to Zetfly Online Services’ real-time Affiliate Program statistics and agrees to file any disputes within forty-five (45) days after the end of the month in which the sale or event that is disputed occurred. Disputes filed after forty-five (45) days of the date on which the disputed sale or event occurred will not be accepted by Zetfly Online Services and Affiliate forfeits forever any rights to a potential claim.
It is solely your responsibility to provide Zetfly Online Services with accurate tax and payment information that is necessary to issue a Commission Fee to you. If Zetfly Online Services does not receive the necessary tax or payment information within ninety (90) days of a Qualified Purchase which would otherwise trigger Commission Fees, the applicable commissions shall not accrue and no Commission Fees will be owed with respect to such Qualified Purchase.
Any address change must be made in the Affiliate profile in the affiliate console at least fifteen (15) business days prior to the end of the calendar month in order for Commission Fees for that month to be processed.
Any dispute relating in any way to the Program or this Agreement will be adjudicated in courts in New Delhi , India and you hereby consent to exclusive jurisdiction and venue in those courts. You further acknowledge and agree that our rights in the Content are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated and may not be adequately compensated for in monetary damages.
11. Reports of Qualified Purchases
You may log into your affiliate console in the My Account section to review your click through and potential Qualified Purchases statistics on a daily basis. The potential Qualified Purchases shown in this report have not been reviewed to confirm they meet all criteria for Qualified Purchases. As such, Commission Fees may not be issued for all Referred Customers that appear in the affiliate console.
12. Obligations Regarding Your Affiliate Site/Promotion Medium
- You are solely responsible for the development, operation, and maintenance of your Affiliate Site and for all materials that appear on your Affiliate Site. Such responsibilities include, but are not limited to, the technical operation of your Affiliate Site and all related equipment; creating and posting product reviews, descriptions, and references on your Affiliate Site and linking those descriptions to our website; the accuracy of materials posted on your Affiliate Site (including, but not limited to, all materials related to Zetfly Online Services Products and Services); ensuring that materials posted on your Affiliate Site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. We disclaim all liability and responsibility for such matters.
- We have the right in our sole discretion to monitor signups through your Affiliate Site from time to time to determine if you are in compliance with the terms of this Agreement. If you are not in compliance we may terminate your participation in the Affiliate Program effective immediately.
14. Licenses and Use of Zetfly Online Services Logos and Trademarks.
Subject to the limitations set forth in Section 3 above and otherwise in this Agreement, we grant you a non-exclusive, non-transferable, revocable license to (i) access our website through the Links solely in accordance with the terms of this Agreement and (ii) solely in connection with such Links, to use the Zetfly Online Services trademark and logo and similar identifying material provided by us (collectively, the “Licensed Materials”), for the sole purpose of selling Zetfly Online Services Products and Services on your Affiliate Site and as approved in advance by us. You may not alter, modify, or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials while you are an Affiliate in good standing and in compliance with all of the terms of this Agreement.
You shall not use the Licensed Materials for any purposes other than selling Zetfly Online Services Products and Services, without first submitting a sample to us and obtaining the express prior written consent of Zetfly Online Services in each instance. You shall not use the Licensed Materials in any manner that is disparaging or that otherwise portrays Zetfly Online Services, any hosted member of Zetfly Online Services or any Zetfly Online Services employee or representative in a negative light. We reserve all of our rights in the Licensed Materials and your license to use such material is limited to the manner described herein. We may revoke your license at any time, by giving you written notice. If not previously revoked, this license shall immediately terminate upon the termination of your participation in the Affiliate Program.
You grant to us a non-exclusive license to utilize your name, title, trademarks, and logos (the “Affiliate Trademarks”) in any advertisement or other materials used to promote Zetfly Online Services and the Affiliate Program, provided that Zetfly Online Services’ use of the Affiliate Trademarks is not required and is at its sole discretion. This license shall terminate upon the termination of your participation in the Affiliate Program.
17. Term and Termination
The term of this Agreement will begin upon our acceptance of your Affiliate Program application and will end when terminated by either party (the Term). Either party may terminate this Agreement at any time, with or without cause.
You are only eligible to earn Commission Fees on Qualified Purchases occurring during the Term. Commission Fees earned prior to the date of termination will be eligible for commissions only if the orders for the related Zetfly Online Services Products and Services are not cancelled within (30) days and comply with all of the terms of this Agreement. We may withhold your final payment of Commission Fees for a reasonable time to ensure that all Qualified Purchases are valid and payment from Referred Customers are legitimate as determined by Zetfly Online Services in its sole discretion.
Any Affiliate who violates this Agreement, Zetfly Online Services’ Terms and Conditions, or any applicable law will immediately forfeit any right to any and all accrued, but not yet received, Commission Fees and will be immediately removed from the Affiliate Program.
Zetfly Online Services reserves the right to remove an Affiliate from the Affiliate Program, and to terminate or suspend this Agreement, at any time for any reason, in Zetfly Online Services’ sole discretion.
We may modify this Agreement at any time in our sole discretion; provided that the change shall solely apply to events occurring after the date on which you accept and agree to such modifications unless you otherwise agree herein. Such modifications shall take effect when posted on our website. Modifications may include, but are not limited to, changes in the scope of available Commission Fees, commission amounts or percentages, payment procedures, Commission Fee payment schedules, and Affiliate Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement, in which event you shall be entitled to your rights under the unmodified Agreement prior to the date of the applicable modification. Your continued participation in the Affiliate Program following our posting of any modification on our website will constitute binding acceptance of the change.
We make no express or implied warranties or representations with respect to the Affiliate Program or any Zetfly Online Services Products and Services sold through the Affiliate Program (including, without limitation, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). In addition, we make no representation that the operation of our website will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors, including the tracking of information concerning Referred Customers during any period of interruption.
20. Relationship of Parties
You and Zetfly Online Services are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your Affiliate Site or otherwise, that contradicts anything in this section.
21. Representations and Warranties
You hereby represent and warrant to us as follows:
You have reviewed and understand this Agreement and agree to be bound by its terms.
Your acceptance of this Agreement and participation in the Affiliate Program will not violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties.
You are the sole and exclusive owner of the Affiliate Trademarks and have the power to grant to Zetfly Online Services the license to use such marks in the manner contemplated herein, and such grant will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any third person or entity.
You are not required to obtain consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party in connection with your entrance into this Agreement
There is no pending or threatened claim, action, or proceeding against you, or any affiliate of yours with respect to the Affiliate Trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.
During the Term, you will not include in your Affiliate Site content that is, in our opinion, unlawful, harmful, threatening, defamatory, obscene, harassing, racially, ethically, or otherwise objectionable or are in violation of our Terms and Conditions or Acceptable Use Policy.
You are at least eighteen (18) years of age.
Each Referred Customer is valid, genuine, and unique and meets the criteria of a Qualified Purchase for generating a Commission Fee as provided in this Agreement.
22. Limitation of Liability
WE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
You hereby agree to indemnify and hold harmless Zetfly Online Services and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your Affiliate Site, including, without limitation, its development, operation, maintenance and content therein not attributable to us.
Each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, Zetfly Online Services customer and vendor lists, or pricing and sales information (including without limitation commission rates), shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Agreement except and solely to the extent that any such information is (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party not under any obligation of confidentiality to the disclosure hereunder. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) pursuant to a valid subpoena or order issued by a court or administrative agency of competent jurisdiction, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Exchange Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. In the event of such disclosure, the receiving party shall give the disclosing party prior notice before releasing any information unless giving such notice is prohibited.
25. Independent Investigation
You understand that we may at any time (directly or indirectly) solicit Zetfly Online Services relationships on terms that may differ from those contained in this Agreement. We may also solicit relationships with entities that operate websites that are similar to or compete with your Affiliate Site. You have independently evaluated the desirability of participating in the Zetfly Online Services Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement
Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement.